Terms of service

1. Parties and application

These terms apply between IDZY Pty Ltd (ABN 98 701 469 105, ACN 701 469 105) of Victoria (VIC) 3134, Australia (“IDZY”, “we”, “us”) and the person or entity engaging us or using this website (“you”).

They apply to every engagement unless we have both signed a separate written agreement that says otherwise. Where a written proposal conflicts with these terms, the proposal prevails for that engagement.

2. Engagement and proposals

A scope call does not create a contract. An engagement begins when you accept a written proposal from us in writing (including by email), at which point that proposal and these terms form the agreement between us.

Proposals are open for acceptance for 30 days from issue unless stated otherwise, and pricing is based on the information you provided at the time.

3. Scope and variations

We supply the deliverables described in the accepted proposal. Work that falls outside that description is a variation. We will not perform a variation, or charge for one, without your written agreement to the revised scope, price and timeframe.

Timeframes given in a proposal are estimates made in good faith and depend on your team’s availability and on the access and information described in clause 4.

4. Your responsibilities

• Give us accurate and complete information, and tell us promptly if something changes.
• Provide the access, systems logins and staff time reasonably needed for the work, and ensure you are entitled to grant that access.
• Nominate one person who can give decisions and approvals on your behalf.
• Keep your own backups of business data before we make changes to a live system.
• Meet your own obligations to your staff, customers and suppliers, including under privacy and employment law.

Where a delay is caused by information or access not being provided, we may reschedule the work and any agreed timeframe is extended accordingly.

5. Fees and payment

Fees are as set out in the accepted proposal. Unless the proposal says otherwise, invoices are payable within 14 days of issue, and all amounts are in Australian dollars and stated inclusive of GST where GST applies.

We may pause work on an engagement while an invoice remains unpaid after the due date, having first given you written notice. Reasonable costs of recovering an overdue amount may be charged to you.

Any third-party subscription, licence or hosting fee for software used in your business is your cost and is contracted directly between you and that provider.

6. Australian Consumer Law

Our services come with guarantees that cannot be excluded under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)). Nothing in these terms excludes, restricts or modifies those guarantees, or any other right you have under a law that cannot lawfully be excluded.

If a service fails to meet a consumer guarantee, tell us at [email protected] and we will work with you to resolve it, including by resupplying the affected work where that is the appropriate remedy.

7. Nature of our services

We provide operational, administrative and systems support. We are not accountants, auditors, tax agents, lawyers or financial advisers, and nothing we supply is taxation, legal, financial product or employment law advice.

Where an issue requires a licensed professional, we will say so and you should obtain that advice separately. Decisions about how to run your business remain yours.

8. Intellectual property

You retain ownership of your own data, records and materials, and of the content you supply to us.

On full payment of the fees for an engagement, we assign to you the ownership of the process documentation, procedures, templates and configuration files prepared specifically for you under that engagement.

We retain ownership of our own pre-existing methods, checklists, working papers and tools, and of anything of general application that we developed independently of your engagement. Where those materials are embedded in a deliverable, we grant you a perpetual, non-exclusive, royalty-free licence to use them within your business.

9. Confidentiality

Each party must keep the other’s confidential information confidential, use it only for the purposes of the engagement, and not disclose it except to those who need it for the engagement or where disclosure is required by law. This obligation continues after the engagement ends.

Personal information is handled in accordance with our privacy policy.

10. Third-party systems

Engagements often involve configuring software supplied by third parties. Those products are governed by their own terms, and we are not responsible for their availability, pricing changes, feature removals, defects or data handling. We will exercise reasonable care when working within a system you have authorised us to access.

11. Limitation of liability

Subject to clause 6, and to the extent permitted by law:

• our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), statute or otherwise, is limited to the total fees paid by you to us for that engagement;
• we are not liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity or data; and
• we are not liable for loss to the extent it is caused by your own act or omission, by inaccurate information supplied to us, or by a third party’s product or service.

Each party must take reasonable steps to mitigate its loss.

12. Termination

Either party may end an engagement by giving 14 days’ written notice. Either party may end an engagement immediately by written notice if the other party commits a material breach that is not remedied within 14 days of being notified, or becomes insolvent.

On termination you must pay for all work performed and expenses reasonably committed up to the termination date, and we will hand over the deliverables completed and paid for as at that date. Clauses 8, 9, 11 and 16 survive termination.

13. Events outside our control

Neither party is liable for a failure or delay in performing its obligations to the extent that failure or delay is caused by an event beyond its reasonable control. The affected party must notify the other promptly and take reasonable steps to limit the effect.

14. Use of this website

The content of this website is provided for general information about our services. It does not constitute an offer capable of acceptance, and it is not advice on which you should rely for a particular decision without speaking to us first.

You may not use this site unlawfully, attempt to interfere with its operation, or reproduce its content for commercial purposes without our written permission. The layout, text and graphics of this site are owned by IDZY Pty Ltd.

15. General

These terms record the entire agreement between the parties on their subject matter and replace earlier discussions. If any provision is unenforceable, it is severed and the remainder continues in effect. A failure to enforce a right is not a waiver of it. Neither party may assign the agreement without the other’s written consent, which must not be unreasonably withheld.

We may amend these terms for future engagements by publishing an updated version on this page. The version in force for an engagement is the version published when your proposal was accepted.

16. Governing law

These terms and any engagement under them are governed by the laws of Victoria (VIC), Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria (VIC) and the courts competent to hear appeals from them.

Questions about these terms may be sent to [email protected].